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SEC Filings


S-3
FIBROCELL SCIENCE, INC. filed this Form S-3 on 01/18/2019
Entire Document
 
 
-3-      \\PH - 036137/000006 - 396952 v6   holding period for the Shares, delivery of a legal opinion, and on requirements relating to the   Company which are outside of such Purchaser’s control, and which the Company is under no   obligation and may not be able to satisfy.   (e) Legends. Such Purchaser understands that the book entry or the certificate   or certificates representing the Shares may be notated with one or all of the following legends:   (i) “THESE SECURITIES HAVE NOT BEEN REGISTERED   UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR   APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED   FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE   OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER   THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A   TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE   SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES   LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL   REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR   (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.”; and   (ii) Any legend required by the securities laws of any state to the   extent such laws are applicable to the Shares represented by the certificate, instrument or book   entry so legended.   (f) Accredited Investor. Such Purchaser is an “accredited investor” within the   meaning of Regulation D promulgated under the Securities Act.   (g) Experience of such Purchaser. Such Purchaser, either alone or together   with its representatives, has such knowledge, sophistication and experience in business and   financial matters so as to be capable of evaluating the merits and risks of the prospective   investment in the Shares, and has so evaluated the merits and risks of such investment. Such   Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time,   is able to afford a complete loss of such investment.   (h) No General Solicitation. Such Purchaser is not purchasing the Shares as a   result of any advertisement, article, notice or other communication regarding the Shares published   in any newspaper, magazine or similar media or broadcast over television or radio or presented at   any seminar or, to the knowledge of such Purchaser, any other general solicitation or general   advertisement.   (i) Residence. Such Purchaser’s principal place of business is located at the   address set forth on its signature page to this Agreement.   4. Miscellaneous.   (a) Registration Statement. As soon as reasonably practicable (and in any event   within 45 calendar days after the date of this Agreement) and subject to the Company’s prior   receipt of each of the Purchaser’s Questionnaires (as defined below), the Company shall file a   registration statement on Form S-3 providing for the resale by the Purchasers of the Shares. The